The Articles of Association were written on the 30th of March 1930 and have been subsequently amended on a number of occasions. Mike is correct in saying that they are dated and need to be completly re vamped as they do not reflect the current buisness.

It was sugested that the companies house model articles should be used with slight amendments to fit the club. Any amendment to the Articles of Association would need to be handed out at the AGM and confirmed by the debenture Holders to be correct.

I have a copy of the set that was available 12 months ago and there certainly is not any mention that Directors voted on are on for life ?

so if the debenture holders have to ratify any changes to the a&a would this not be unlikely given the way the voted last time round

Surely it is a limited company and as such is controlled by the share holders or in our case debenture holders. It is a company registed by guarantee rather than shares but it follows that the company will be controlled by the majority of debentures held. I agree this is very unsatisfactory in our case but I think I'm right. I'll be interested to read what anybody else says. You wouldn't expect every shareholder in BAE to have 1 vote.

In a working mans club each member has one vote and usually pays a fixed sub each year.

You are correct Michael and nothing has been done that is either illegal or against the a&a's, however I think these should be reviewed to allow a fairer election of board members. Reduce the board to 7 directors. Four voted by debenture holders and three by season ticket holders. That way the board have a more manageable structure and debenture holders still can have a majority but allowing more people to stand by the one man one vote method for season ticket holders.
I think I was naive last time as I thought the people who rescued the club would be elected as a matter of course what I did not realise was the voting undertones that went on from external influences and influences from within the club.
I was shocked when I saw the results as I'm sure many other people were...

The fox running with the hounds

When you are in deep trouble, say nothing, and try to look as though you know what you're doing

I believe only two of the Directors voted in by season ticket holders will stand down at the AGM but they can stand to be voted back in if they wish. Other Directors can only be removed if they act against the rules set out within the Articles of Association such as personally profiting from the club or alternativly by request of the debenture holders at an EGM.

The debenture holders should be clearly shown what each individual Director has contributed to the running of the club during the past season and if there was cause for concern then an EGM should be called. This can occur at any time either before or after an AGM and any Director asked to stand down would then not complete the current term.

what i dont understand about all this is why are people putting themselves forward when it sounds like they are only doing it because of the main debenture holders are wanting them to.the people on the bod should be there because they want to be there and have fresh ideas/input to push the club forward not to be the eyes and ears for someone else.if people do have the best interests of the club at heart and they were only doing this to do what is said above then they really do need to have a long hard look at themselves because if it carries on like this in years to come nobody will want to be on the board of directors if outsiders still have a big influence in all that goes on and that will result in no club to support or is this what certain people want to happen

It has been formally minuted in meetings previous to the AGM that certain people actively touted votes from major debenture holders. For what gain other than becoming a guaranteed member of the board I'm not sure. I know when I was opted on to the board my achievements were what mattered.
If any member of the board disagree with my comments I still have the minutes signed and agreed by all members of the following meeting...
You would be very surprised if the truth came out about how the "dalton mafia" were voted out after stepping up to the plate. I think some people imagine that they are bullet proof or that certain people would never find out about what went on and was said.. How wrong people can be.

The fox running with the hounds

When you are in deep trouble, say nothing, and try to look as though you know what you're doing

So are you saying that we should change the rules to suit the people that didn't get on the BOD last time around ? Because that's what it sounds like. Would you be kicking off if it had panned out like you imagined.. I don't think so

DWB read my posts again..I agree with Michael what I'm saying is there are fairer ways of working the election of members. It's barrows loss not mine that Neil didn't get on the board and if you can't see why or how that happened then you need to wake up and smell the coffee. If your happy with the way things are then that's great. I personally think we need modern upto date a&a's that also give the fans more of a say in the election of board members rather than the large debenture holders being able to chose 9 of the 12 positions. I say again cut the board to 7, 4 elected via debenture holders and 3 elected via season ticket holder through a one man one vote system for the season ticket holders.

Edited by soss, 13 December 2012 - 02:37 AM.

The fox running with the hounds

When you are in deep trouble, say nothing, and try to look as though you know what you're doing